To,

The Members of KBC Global Limited

(Formerly known as "Karda Constructions Limited) (CIN: L45400MH2007PLC174194)

Your Directors have pleasure in presenting the 17^th Annual Report together with audited statement of accounts of the Company for the year ended on 31^st March 2024.

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FINANCIAL HIGHLIGHT

The financial performance of your Company for the year ended March 31, 2024 is summarized below: -

During the Financial Year 2023-2024, revenue from operations is ? 2,061,.20 Lakhs as compared to ? 10,818.56 Lakhs during the previous year. Company has incurred loss for the financial year of ? 3707.55 Lakhs as compared to loss of ? 1,519.02 Lakhs of previous year.

The financial statements of the Company for the year ended 31st March, 2024 have been disclosed

as per Schedule III to the Companies Act, 2013.

The reporting on the performance and financial position of the Subsidiary company in the Board's Report in accordance with section 129(3) of the Companies Act, 2013 and the Indian Accounting Standard (Ind AS) 110 is applicable and forms the part of this Annual report.

The Board has reviewed the affairs of its subsidiary company. Pursuant to Section 129(3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries/ joint ventures/ associate companies of the Company, bringing out the highlights of their performance, in the prescribed form Form AOC – 1 which appears at "Annexure I" to this report. Details pertaining to the subsidiary of the Company is provided in the notes to the Consolidated Financial Statements.

The Audited Financial Statements of Company's subsidiary for the financial year ended 31st March, 2024 are available on the web link www.kardaconstruction.com and the same are also

available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same, subject to compliance of the applicable provisions of the Companies Act, 2013.

The company does not propose to carry any amounts to any reserves. (Previous year : Nil)

The company did not declare any dividend for financial year 2023-2024 (Previous Year : Nil).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure requirements Regulations, 2015 ("Listing Regulations") the dividend distribution policy is not applicable on the company.

The company has neither accepted nor renewed any deposits under chapter V of the Companies Act, 2013. Also, there are no deposits which remained unpaid or unclaimed as at the end of the year. The question of default in repayment of deposits or payment of interest thereon did not arise during the year. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

The Company is operating majorly in the following two segments:

• Construction and development of residential and commercial projects
• Contractual projects

A summary of completed and ongoing projects as on March 31,2024 has been detailed in the Management Discussion and Analysis Report titled ‘Management Report' forming part of the Annual Report.

During the financial year there were no changes in the nature of business of the company.

During the year under review, the Company handed over total 101 units with area of 1.08 Lakh square feet of its ongoing residential and residential cum commercial projects.

Company has total 11 work orders in hand. During the reporting period company has generated revenue of ?

334.49 Lakhs from contractual work orders.

As on March 31, 2024, the Company has one Wholly- owned subsidiary and one step down subsidiary. As per the provisions of the Companies Act, 2013 there are no associates or joint venture companies of the Company.

Further, there are no companies which have ceased to be subsidiaries, associate companies or joint venture companies during the financial year.

Company has incorporated a Wholly owned subsidiary named "KBC Infrastructure Limited" Companies under section 1115 of the Companies Act 2006 at United Kingdom on May 10,2024 with authorised and Paid-Up Share Capital of 100 ordinary shares of GBP1.00 each.

The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at www.kardaconstruction.com.

The Company has not changed its name during reporting period.

There has been no change in the object clause of Memorandum of Association during the year.

As on March 31,2024 the Authorised Share capital of the company was ?350,00,00,000/- (Rupees Three Hundred Fifty Crores Only) comprising of 350,00,00,000 (Three Hundred Fifty Crores) equity shares of ?1/- each (Rupees One Only).

While as on March 31,2024 the paid up share capital of the company was ? 1,09,70,15,994/- (Rupees One Hundred and Nine Crores Seventy Lakhs Fifteen Thousand Nine Hundred Ninety four only) comprising of 1,09,70,15,994/- (One Hundred and Nine Crores Seventy Lakhs Fifteen Thousand Nine Hundred Ninety four only) equity shares of ? 1/- each (Rupees One Only).

During the year company has not altered clause V of the Memorandum of Association.

No sub-division of shares during the year.

During the financial year, 7,13,95,112 Equity Shares of Face Value of Rs. 1/- each at a premium of Rs. 1.66/- each amounting to Rs. 18,99,10,997.92/- and 3,01,53,142 Equity Shares of Face Value of Rs. 1/- each at a premium of Rs. 2.50/- each amounting to Rs. 10,55,36,000 /- has been allotted to Strategic Non- Promoters investors on Preferential Allotment basis through Resolution passed in the Extra Ordinary General Meeting held on 27th December, 2022 pursuant to the provisions of Section 42, 62 and other applicable provisions of The Companies Act, 2013 for which In Principle approval has been received from BSE Limited vide Letter no. LOD/PREF/CP/FIP/134/2023-24 dated 17th May, 2023 and from National Stock Exchange of India Limited vide Letter no. NSE/LIST/33577 dated 17th May, 2023.

Allotment 0f 1,26,45,902 Equity Shares of Face Value of Rs. 1/-each at a premium of Rs. 2.05/- each amounting to Rs. 3,85,70,002/- were allotted to Strategic Non- Promoters Investors on Preferential Allotment basis through Resolution passed in the Extra Ordinary General Meeting held on 21st October,2023 pursuant to the provisions of Section 42, 62 and other applicable provisions of The Companies Act, 2013.Further during the year 31,71,43,897 Equity shares are allotted against the conversion of 130 Foreign Currency Convertible Bonds. No bonus shares or Rights were issued during the year.

The company has not issued equity shares with differential voting rights during the year.

The company has not provided any stock option scheme to the employees.

The company has not bought back any of its securities during the year.

The company has not issued any sweat equity shares during the year.

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. The Company's Remuneration Policy has laid down a framework for remuneration of Directors (Executive and Non- Executive), Key Managerial Personnel and Senior Management Personnel. These Policies are available on the Company's website at www.kardaconstruction.com. The Company has formulated policy on Succession Planning for Directors and Key Managerial Personnel for continuity and smooth functioning of the Company.

During the reporting period ,in accordance with the provisions of second proviso to sub-section 1 of Section 149 of the Companies Act, 2013 read with rule 3 of the companies (Appointment and Qualification of Directors) rules, 2014, and Regulation 17 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) read with section 161(1) of the companies act the company had Mrs. Ziral Pankajkumar Soni (DIN:09213763) as a Women Non-Executive Independent director.

Following are the Non-Executive Independent directors for complying with the provisions of section 149 of the Companies Act, 2013 read with rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 appointed on board:

Pursuant to the provisions of Section 149 of the Companies Act, 2013 ("the Act"), the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company The disclosure in the board's report regarding reappointment by passing special resolution is not given as no Independent director has been reappointed.

19 (Nineteen) Board Meetings were held during the Financial Year. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Devesh Karda, Director (DIN: 09053865) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors based on the recommendations of the Nomination and Remuneration Committee, have recommended the re-appointment of Mr. Devesh Karda, Director (DIN: 09053865), Director retiring by rotation. The Notice convening the Annual General Meeting includes the proposal for re-appointment of Mr. Devesh Karda, Director (DIN: 09053865), as a Director.

A brief profile of Mr. Devesh Karda, Director (DIN: 09053865), has been provided as an Annexure to the Notice convening the Annual General Meeting. Specific information about the nature of Mr. Devesh Karda's expertise in specific functional areas and the names of the companies in which she holds directorship and membership / chairmanship of Board Committees have also been provided in the Notice convening the Annual General Meeting.

During the financial year Mr. Rahul Dayama has resigned from the Board of directors as per the provisions of section 168 of the company's act, 2013 with effect from 20^th October, 2023 and same is accepted by the board. The board places on record their appreciation for

assistance and guidance by Mr. Rahul Dayama during his tenure as Director of the company.

After the closure of financial year under review, Mrs. Ziral Soni and Mr. Sri Ram Pavan Kumar Vemuri resigned as Independent Directors of the Company effective from April 1,2024 and September 2,2024 respectively

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2023- 2024. The evaluation was conducted on the basis of a structured questionnaire which comprises performance criteria such as performance of duties and obligations, independence of judgement, level of engagement and participation, attendance of directors, their contribution in enhancing the Board's overall effectiveness, etc. The Board has expressed their satisfaction with the process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

The evaluation process endorsed cohesiveness amongst directors, smooth communication between the Board and the management and the openness of the management in sharing the information with the Board and placing various proposals for the Board's consideration and approval. The Independent Directors met on March 29,2024 without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the independent directors reviewed performance of Non–Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non Independent Directors and the Chairman. Considering the unhealthy and stressful background of lockdown the performance of the Managing Director and Chief Financial Officer was found to be outstanding and exemplary in cutting costs, ensuring collections and team building.

The Independent Directors also expressed improvement in the flow of information between the company management and the Board. The Independent Directors played active role in the committee meetings including Audit Committee.

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

Mr. Manohar Karda who was the Whole Time Director of the Company ceased to be Director of the company with effect from November 02, 2023 due to his sad demise.

Except for the above, there was no change (appointment/resignation) in the Key Managerial Personnel namely, Managing Director, Chief Financial Officer and Company Secretary of the Company during the financial year.

Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

At the Sixteenth General Meeting held on 30^th September, 2023, the members appointed M/S Sharp Arth & Co, (Formerly known as M/S JPL & Associates) Chartered Accountants (Firm Registration No.132748W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of the Sixteenth Annual General Meeting until the conclusion of Twenty first Annual General Meeting of the Company.

The Statutory Auditors expressed an unmodified opinion in the audit reports with respect to audited financial statements for the financial year ended March 31, 2024.

The auditor has mentioned any disputes pending with revenue authorities in the audit report:

The Auditors have not reported any offences involving fraud committed against the company by the officers or employees of the company to the central Government or the board or any other authority, as provided in section

143 (12) of the Companies Act, 2013 read with corresponding rules, circulars, notifications, orders and amendments thereof.

Secretarial Audit of the Company for the year ended March 31, 2023 was conducted by CS Krushang Shah of M/S Krushang Shah & Associates, Practicing Company Secretary.

Based on the recommendations of the Audit Committee, the Board of Directors appointed M/s PRO & Associates, Cost Accountants (Firm Registration No: 00334) as the Cost Auditors of the company for the financial year 2024-2025. In terms of Rule 14 of the Companies (Audit and auditors) Rules, 2014, the remuneration payable to the Cost Auditors for financial year 2024-2025 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors. The cost records as specified by the central government under subsection (1) of section 148 of the Companies Act, 2013, are made and maintained

by the Company. However filing of cost report for the FY 2022-23 and 2023-24 are pending.

The in-house internal Audit team is responsible for assurance with regard to the effectiveness, accuracy and efficiency of the internal control systems and processes in the Company. The company's audit team is independent, designed to add value and empowered to improve the Company's processes. It helps the Company accomplish its objectives by bringing a systematic, disciplined approach for evaluating and improving the effectiveness of risk management, control and governance processes.

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, the Internal Audit Department and the Statutory Auditors tested these controls and no significant weakness was identified either in the design or operations of the controls. A report issued by the Statutory Auditors, M/S Sharp Arth & Co, on the Internal Financial Controls forms a part of the Annual Report.

Based on the recommendations of the Audit Committee, the Board of Directors appointed Ms. Bhavika Ghuntla, Proprietor of M/s BYG & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the FY 2024-25.

The Nomination and Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, key managerial personnel and senior management personnel of the Company.

The Committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board and Committee and reviews its implementation and compliance. The Nomination and Remuneration Policy is available under the investor tab on the Company's website: www.kardaconstruction.com. The extract of policy is reproduced in Annexure II to this report.

The Company has developed and implemented a risk management framework detailing the various internal and external risks faced by the Company and methods and procedures for identifying, monitoring and mitigating such risks.

The risk management function is supporting the internal control mechanisms of the Company and supplements internal and statutory audit functions.

There was no offence or fraud that needs to be reported by the Statutory Auditors as per Section 143 (12) of the Companies Act.

The Company's Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behavior, suspected or actual fraud, violation of code of conduct and personnel policies of the Company.

The Company believes that its achievements do not refer only to its growth but are also spread to society. Accordingly, company intends to offer quality education in India. Education and Skilling are the Top Most Priority of the Company.

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available under investor tab on the Company's website: www.kardaconstruction.com.

In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the Corporate Social Responsibility activities of the Company is given in Annexure III to this report.

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

The Company has adopted a policy for the prevention and redressal of sexual harassment at the workplace. Pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. No complaints were received by the Company during the year under review.

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report.

A certificate from Mrs. Gajara Shah, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance in terms of the Listing Regulations is given in Annexure IV to this report.

The Company has laid down a code of conduct for the Directors as well as for all senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Chairman and Managing Director affirming compliance with the code of conduct by the Directors and senior management personnel of the Company for financial year 2023-2024 forms part of the Corporate Governance Report.

The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with pursuant to the Companies Act, 2013 and the rules made thereunder.

In accordance with the requirements of the Listing Regulations, the analysis by Management and discussion is presented in a separate section of the Annual Report titled as ‘Management Discussion and Analysis Report.

Details of loans, guarantees and investments covered under section 186 of the Companies Act,2013 appear in the notes to the financial statements.

During the year, the Company did not enter into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. Related party transactions, if any, pursuant to the Listing Regulations were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 2023-2024 are detailed in the Notes to Accounts of the Financial Statements.

Remuneration Details of Directors, Key Managerial Personnel and Employees Details of the remuneration of Directors, key managerial personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure V to this report.

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company's website (www.kardaconstruction.com) on a regular basis.

The company has not revised its financial statements or boards report in last three financial years, with reference to section 131 of the Companies Act,2013.

There have been no material changes affecting the financial position of the company taken place between the end of the financial year of the company to which financial statements relate and the date of the report.

Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act,2013 and SEBI Regulations either on account of absence of any transaction or inapplicability of provisions:

Disclosure pursuant to Section 43(1) read with Rule 4(4) of Companies (Share Capital and Debentures) rules,2014 regarding issue of equity shares with differential rights.

Details of any scheme providing money for the purchase of shares of the Company by Employees for the benefit of Employees.

Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in utilization of money raised by public issue.

Issue of shares (including sweat equity shares) to employees of the company under any scheme.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.